Common use of Other Bids Clause in Contracts

Other Bids. From the date of this Agreement through the Initial Closing, the Seller shall not, and shall not authorize or permit any of its or the Company’s Affiliates or Associates or any of such Affiliates’ Associates, or its or their respective directors, officers, employees, investment bankers, legal counsel, accountants or other representatives to (a) solicit, initiate, encourage or otherwise knowingly facilitate any Other Bid, (b) enter into any Contract with respect to any Other Bid or (c) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Other Bid. The Seller shall, and shall cause its and the Company’s Affiliates and Associates and such Affiliates’ Associates, and its and their respective directors, officers, employees, investment bankers, legal counsel, accountants and other representatives to, immediately cease any existing activities, discussions or negotiations of the type described in clauses (a), (b) and (c) of the foregoing sentence being conducted or heretofore conducted with any Person (other than the Purchaser). The Seller shall promptly advise the Purchaser orally and in writing of any Other Bid or any inquiry with respect to or which could lead to any Other Bid and the identity of the Person making any such Other Bid or inquiry and the terms thereof. It is agreed that any breach or violation of the restrictions set forth in this Section by any director, officer, employee, investment banker, legal counsel, accountant or other representative of the Seller or the Company or any of the Seller’s or the Company’s Affiliates or Associates or any of such Affiliates’ Associates, whether or not such Person is purporting to act on behalf of the Seller or the Company or otherwise, shall be deemed to be a breach of this Section by the Seller. “Other Bid” means any proposal or offer (whether or not in writing), with respect to any (i) merger, consolidation, share exchange, other business combination or similar transaction involving the Company or any of its Subsidiaries, (ii) sale, lease, contribution or other disposition, directly or indirectly, of any business or assets of the Company or any of its Subsidiaries representing 10% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (iii) issuance, sale or other disposition, directly or indirectly, of any Equity Interests of the Company or any of its Subsidiaries, (iv) transaction in which any Person shall acquire, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership of, any Equity Interests of the Company or any of its Subsidiaries or (v) any combination of the foregoing (in each case, other than the Acquisitions, the IPC Acquisition and the Reorganization and the other transactions contemplated by this Agreement and the Ancillary Agreements).

Other Bids. From the date of this Agreement through the Initial Closing, the Seller shall not, and shall not authorize or permit any of its or the Company’s Affiliates or Associates or any of such Affiliates’ Associates, or its or their respective directors, officers, employees, investment bankers, legal counsel, accountants or other representatives to (a) solicit, initiate, encourage or otherwise knowingly facilitate any Other Bid, (b) enter into any Contract with respect to any Other Bid or (c) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Other Bid. The Seller shall, and shall cause its and the Company’s Affiliates and Associates and such Affiliates’ Associates, and its and their respective directors, officers, employees, investment bankers, legal counsel, accountants and other representatives to, immediately cease any existing activities, discussions or negotiations of the type described in clauses (a), (b) and (c) of the foregoing sentence being conducted or heretofore conducted with any Person (other than the Purchaser). The Seller shall promptly advise the Purchaser orally and in writing Upon becoming aware of any Other Bid or any inquiry with respect to or which could would reasonably be expected to lead to any Other Bid, the Seller shall promptly advise the Purchaser orally and in writing of such Other Bid or inquiry and the identity of the Person making any such Other Bid or inquiry and the terms thereof. It is agreed that any breach or violation of the restrictions set forth in this Section by any director, officer, employee, investment banker, legal counsel, accountant or other representative of the Seller or the Company or any of the Seller’s or the Company’s its Affiliates or Associates or any of such Affiliates’ Associates, whether or not such Person is purporting to act on behalf of the Seller or the Company or otherwise, shall be deemed to be a breach of this Section by the Seller. “Other Bid” means any proposal or offer (whether or not in writing), with respect to any (i) merger, consolidation, share exchange, other business combination or similar transaction involving the Company or any of its Subsidiaries, (ii) sale, lease, contribution or other disposition, directly or indirectly, of any business or assets of the Company or any of its Subsidiaries representing 10% or more of the consolidated revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (iii) issuance, sale or other disposition, directly or indirectly, of any Equity Interests of the Company or any of its Subsidiaries, (iv) transaction in which any Person shall acquire, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership of, any Equity Interests of the Company or any of its Subsidiaries or (v) any combination of the foregoing (in each case, other than the Acquisition, the SW Acquisitions, the SW Reorganization, the IPC Acquisition and the Reorganization and the other transactions contemplated by this Agreement and the Ancillary Agreements).